EX-10.8






Exhibit 10.8




ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	§ 1. BACKGROUND AND PURPOSE
	 	 	1	 
	 
	 	 	 	 
	§ 2 DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	2.1 Affiliate 
	 	 	1	 
	2.2 Board
	 	 	1	 
	2.3 Change Effective Date
	 	 	1	 
	2.4 Change in Control
	 	 	2	 
	2.5 Code
	 	 	4	 
	2.6 Committee
	 	 	4	 
	2.7 Company
	 	 	4	 
	2.8 Director
	 	 	4	 
	2.9 Eligible Employee
	 	 	4	 
	2.10 Fair Market Value
	 	 	4	 
	2.11 ISO
	 	 	5	 
	2.12 1933 Act
	 	 	5	 
	2.13 1934 Act
	 	 	5	 
	2.14 Non-ISO 
	 	 	5	 
	2.15 Option
	 	 	5	 
	2.16 Option Certificate
	 	 	5	 
	2.17 Option Price
	 	 	5	 
	2.18 Parent
	 	 	5	 
	2.19 Plan
	 	 	5	 
	 
	 	 	 	 
	2.20 Rule l6b-3
	 	 	5	 
	 
	 	 	 	 
	2.21 SAR Value
	 	 	5	 
	 
	 	 	 	 
	2.22 Stock
	 	 	5	 
	 
	 	 	 	 
	2.23 Stock Appreciation Right
	 	 	6	 
	 
	 	 	 	 
	2.24 Stock Appreciation Right Certificate
	 	 	6	 
	 
	 	 	 	 
	2.25 Stock Grant
	 	 	6	 
	 
	 	 	 	 
	2.26 Stock Grant Certificate
	 	 	6	 
	 
	 	 	 	 
	2.27 Stock Unit Grant
	 	 	6	 
	 
	 	 	 	 
	2.28 Subsidiary
	 	 	6	 
	 
	 	 	 	 
	2.29 Ten Percent Shareholders
	 	 	6	 
	 
	 	 	 	 
	§ 3 SHARES AND GRANT LIMITS
	 	 	7	 






 









 






	 	 	 	 	 
	 	 	Page	 
	3.1 Shares Reserved
	 	 	7	 
	3.2 Source of Shares
	 	 	7	 
	3.3 Use of Proceeds
	 	 	7	 
	 
	 	 	 	 
	§ 4 EFFECTIVE DATE
	 	 	8	 
	 
	 	 	 	 
	§ 5 COMMITTEE 
	 	 	8	 
	 
	 	 	 	 
	§ 6 ELIGIBILITY AND ANNUAL GRANT CAPS
	 	 	8	 
	 
	 	 	 	 
	§ 7 OPTIONS
	 	 	9	 
	 
	 	 	 	 
	7.1 Committee Action
	 	 	9	 
	7.2 $100,000 Limit
	 	 	9	 
	7.3 Option Price
	 	 	10	 
	7.4 Payment
	 	 	10	 
	7.5 Exercise
	 	 	10	 
	 
	 	 	 	 
	§ 8 STOCK APPRECIATION RIGHTS
	 	 	11	 
	 
	 	 	 	 
	8.1 Committee Action
	 	 	11	 
	8.2 Terms and Conditions
	 	 	11	 
	8.3 Exercise
	 	 	13	 
	 
	 	 	 	 
	§ 9. STOCK GRANTS
	 	 	13	 
	 
	 	 	 	 
	9.1 Committee Action
	 	 	13	 
	9.2 Conditions
	 	 	14	 
	9.3 Dividends, Voting Rights and Creditor Status
	 	 	15	 
	9.4 Satisfaction of Forfeiture Conditions
	 	 	16	 
	 
	 	 	 	 
	§ 10 NON-TRANSFERABILITY
	 	 	17	 
	 
	 	 	 	 
	§ 11 SECURITIES REGISTRATION
	 	 	17	 
	 
	 	 	 	 
	§ 12 LIFE OF PLAN 
	 	 	18	 
	 
	 	 	 	 
	§ 13 ADJUSTMENT
	 	 	19	 
	 
	 	 	 	 
	13.1 Capital Structure
	 	 	19	 
	13.2 Transaction Described in § 424
	 	 	19	 
	13.3 Fractional Shares
	 	 	20	 
	 
	 	 	 	 
	§ 14 CHANGE IN CONTROL
	 	 	20	 
	 
	 	 	 	 
	§ 15 AMENDMENT OR TERMINATION
	 	 	21	 
	 
	 	 	 	 
	16.1 Shareholder Rights
	 	 	22	 
	16.2 No Contract of Employment
	 	 	22	 
	16.3 Withholding
	 	 	22	 
	16.4 Construction
	 	 	23	 
	16.5 Other Conditions
	 	 	23	 
	16.6 Rule 16b-3
	 	 	23	 
	16.7 Annual Financial Statements
	 	 	23	 






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§ 1.




BACKGROUND AND PURPOSE 




     The purpose of this Plan is to promote the interest of the
Company by authorizing the Committee to grant Options and Stock Appreciation Rights and to make
Stock Grants and Stock Unit Grants to Eligible Employees and Directors in order (1) to attract and
retain Eligible Employees and Directors, (2) to provide an additional incentive to each Eligible
Employee or Director to work to increase the value of Stock and (3) to provide each Eligible
Employee or Director with a stake in the future of the Company which corresponds to the stake of
each of the Company’s shareholders.



§ 2




DEFINITIONS




     2.1 Affiliate — means any organization (other than a Subsidiary) that would be
treated as under common control with the Company under § 414(c) of the Code if “50 percent”
were substituted for “80 percent” in the income tax regulations under § 414(c) of the Code.



     2.2 Board — means the Board of Directors of the Company.




     2.3 Change Effective Date — means either




	 	(a)	 	the date which includes the “closing” of the transaction
which makes a
Change in Control effective if the Change in Control is made
effective through a transaction which has a “closing” or
	 
	 	(b)	 	the date on which there is a Change in Control of a nature
that would be
required to be reported in response to Item 6(e) of Schedule 14A for a proxy statement filed under the 1934 Act if the 1934 Act were applicable





 









 






and if the Change in Control is made effective other than through a transaction which has a
“closing”.



     2.4 Change in Control — means a change in control of the Company (other
than an initial public offering of Stock) of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the 1934 Act as in effect
at the time of such “change in control” if the 1934 Act were applicable, provided that such a
change in control shall be deemed to have occurred at such time as




	 	(a)	 	any “person” (as that term is used in Sections 13(d) and 14(d)(2)
of the 1934 Act), is or becomes the beneficial owner (as defined in Rule 13d-3
under the 1934 Act) directly or indirectly, of securities representing 20% or
more of the combined voting power for election of directors of the then
outstanding securities of the Company or any successor to the Company;
	 
	 	(b)	 	during any period of two consecutive years or less, individuals
who at the beginning of such period constitute the Board cease, for any reason,
to constitute at least a majority of the Board, unless the election or
nomination for election of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period;
	 
	 	(c)	 	the shareholders of the Company approve any reorganization,
merger, consolidation or share exchange as a result of which the common stock of
the Company shall be changed, converted or exchanged into or for securities of
another corporation (other than a merger with a wholly-owned subsidiary of the
Company) or any dissolution or liquidation of the




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Company or any sale or the disposition of 50% or more of the assets or business of the Company; or




	 	(d)	 	shareholders of the Company approve any reorganization, merger, consolidation or share
exchange unless (A) the persons who were the beneficial owners of the outstanding shares of the
common stock of the Company immediately before the consummation of such transaction beneficially
own more than 50% of the outstanding shares of the common stock of the successor or survivor
corporation in such transaction immediately following the consummation of such transaction and (B)
the number of shares of the common stock of such successor or survivor corporation beneficially
owned by the persons described in § 2.4(d)(A) immediately following the consummation of such
transaction is beneficially owned by each such person in substantially the same proportion that
each such person had beneficially owned shares of the Company common stock immediately before the
consummation of such transaction, provided (C) the percentage described in § 2.4(d)(A) of the
beneficially owned shares of the successor or survivor corporation and the number described in §
2.4 (d)(B) of the beneficially owned shares of the successor or survivor corporation shall be
determined exclusively by reference to the shares of the successor or survivor corporation which
result from the beneficial ownership of shares of common stock of the Company by the persons
described in § 2.4(d)(A) immediately before the consummation of such transaction.




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     2.5 Code — means the Internal Revenue Code of 1986, as amended.



     2.6 Committee — means a committee of the Board which shall have at least 2 members,
each of whom shall be appointed by and shall serve at the pleasure of the Board and
shall come within the definition of a “non-employee director” under Rule 16b-3 and an “outside
director” under § 162(m) of the Code.



     2.7 Company — means Alimera Sciences, Inc. and any successor to Alimera Sciences,
Inc..



     2.8 Director — means any member of the Board who is not an employee of the Company or
a Parent or Subsidiary or affiliate (as such term is defined in Rule 405 of the 1933 Act) of the
Company.



     2.9 Eligible Employee — means an employee of the Company or any Subsidiary or Parent
or Affiliate to whom the Committee decides for reasons sufficient to the Committee to make a grant
under this Plan.



     2.10 Fair Market Value — means either (a) the closing price on any date for a share of
Stock as reported by The Wall Street Journal or as reported by a newspaper or trade journal
selected by the Committee or, if no such closing price is available on such date, (b) such closing
price as so reported in accordance with § 2.10(a) for the immediately preceding business day, or,
if no newspaper or trade journal reports such closing price or if no such price quotation is
available, (c) the price which the Committee acting in good faith determines through any reasonable
valuation method that a share of Stock might change hands between a willing buyer and a willing
seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge
of the relevant facts.



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     2.11 ISO — means an option granted under this Plan to purchase Stock which is
intended to satisfy the requirements of § 422 of the Code.



     2.12 1933 Act — means the Securities Act of 1933, as amended.



     2.13 1934 Act — means the Securities Exchange Act of 1934, as amended.



     2.14 Non-ISO — means an option granted under this Plan to purchase Stock which is
intended to fail to satisfy the requirements of § 422 of the Code.



     2.15 Option — means an ISO or a Non-ISO which is granted under § 7.



     2.16 Option Certificate — means the certificate (whether in electronic or written
form) which sets forth the terms and conditions of an Option granted under this Plan.



     2.17 Option Price — means the price which shall be paid to purchase one share of
Stock upon the exercise of an Option granted under this Plan.



     2.18 Parent  — means any corporation which is a parent corporation (within the meaning
of § 424(e) of the Code) of the Company.



     2.19 Plan — means this Alimera Sciences, Inc. 2004 Incentive Stock Plan as effective
as of the date approved by the shareholders of the Company and as amended from time to time
thereafter.



     2.20 Rule 16b-3 — means the exemption under Rule 16b-3 to Section 16(b) of the 1934
Act or any successor to such rule.



     2.21 SAR Value — means the value assigned by the Committee to a share of Stock in
connection with the grant of a Stock Appreciation Right under § 8.



     2.22 Stock — means the common stock of the Company, par value $0.01 per share.



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     2.23 Stock Appreciation Right — means a right which is granted under § 8 to receive
the appreciation in a share of Stock.



     2.24 Stock Appreciation Right Certificate — means the certificate (whether in
electronic or written form) which sets forth the terms and conditions of a Stock Appreciation Right
which is not granted as part of an Option.



     2.25 Stock Grant — means a grant under § 9 which is designed to result in the
issuance of the number of shares of Stock described in such grant rather than a payment in cash
based on the Fair Market Value of such shares of Stock.



     2.26 Stock Grant Certificate — means the certificate (whether in electronic or
written form) which sets forth the terms and conditions of a Stock Grant or a Stock Unit Grant.



     2.27 Stock Unit Grant — means a grant under § 9 which is designed to result in the
payment of cash based on the Fair Market Value of the number of shares of Stock described in such
grant rather than the issuance of the number of shares of Stock described in such grant.



     2.28 Subsidiary — means a corporation which is a subsidiary corporation (within
the meaning of § 424(f) of the Code) of the Company.



     2.29 Ten Percent Shareholder — means a person who owns (after taking into account the
attribution rules of § 424(d) of the Code) more than ten percent of the total combined voting power
of all classes of stock of either the Company, a Subsidiary or Parent.



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§ 3




SHARES AND GRANT LIMITS




     3.1 Shares Reserved. There shall (subject to § 13) be reserved for issuance under
this Plan 4,510,336 shares of Stock.



     3.2 Source of Shares. The shares of Stock described in § 3.1 shall be reserved to the
extent that the Company deems appropriate from authorized but unissued shares of Stock and from
shares of Stock which have been reacquired by the Company. All shares of Stock described in § 3.1
shall remain available for issuance under this Plan until issued pursuant to the exercise of an
Option or a Stock Appreciation Right or issued pursuant to a Stock Grant, and any such shares of
stock which are issued pursuant to an Option, a Stock Appreciation Right or a Stock Grant which are
forfeited thereafter shall again become available for issuance under this Plan. Finally, if the
Option Price under an Option is paid in whole or in part in shares of Stock or if shares of Stock
are tendered to the Company in satisfaction of any condition to a Stock Grant, such shares
thereafter shall become available for issuance under this Plan and shall be treated the same as any
other shares available for issuance under this Plan.



     3.3 Use of Proceeds. The proceeds which the Company receives from the sale of any
shares of Stock under this Plan shall be used for general corporate purposes and shall be added to
the general funds of the Company.



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§ 4




EFFECTIVE DATE 




     The effective date of this Plan shall be the date the shareholders
of the Company (acting at a duly called meeting of such shareholders or by written consent) approve
the adoption of this Plan.



§ 5




COMMITTEE 




     This Plan shall be administered by the Committee. The Committee acting in
its absolute discretion shall exercise such powers and take such action as expressly called for
under this Plan and, further, the Committee shall have the power to interpret this Plan and
(subject to § 14 and § 15 and Rule 16b-3) to take such other action in the administration and
operation of this Plan as the Committee deems equitable under the circumstances, which action shall
be binding on the Company, on each affected Eligible Employee or Director and on each other person
directly or indirectly affected by such action. Furthermore, the Committee as a condition to making
any grant under this Plan to any Eligible Employee or Director shall have the right to require him
or her to execute an agreement which makes the Eligible Employee or Director subject to
non-competition provisions and other restrictive covenants which run in favor of the Company.



§ 6




ELIGIBILITY AND ANNUAL GRANT CAPS 




     Only Eligible Employees who are employed by the
Company or a Subsidiary or Parent shall be eligible for the grant of ISOs under this Plan. All
Eligible Employees and




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Directors shall be eligible for the grant of Non-ISOs and Stock Appreciation Rights and for Stock
Grants and Stock Unit Grants under this Plan.




§ 7




OPTIONS




     7.1 Committee Action. The Committee acting in its absolute discretion shall have the
right to grant Options to Eligible Employees and to Directors under this Plan from time to time to
purchase shares of Stock, but the Committee shall not, absent the approval of the Company’s
shareholders, take any action, whether through amendment, cancellation, replacement grants, or any
other means, to reduce the Option Price of any outstanding Options. Each grant of an Option to an
Eligible Employee or Director shall be evidenced by an Option Certificate, and each Option
Certificate shall set forth whether the Option is an ISO or a Non-ISO and shall set forth such
other terms and conditions of such grant as the Committee acting in its absolute discretion deems
consistent with the terms of this Plan; however, if the Committee grants an ISO and a Non-ISO to a
Eligible Employee on the same date, the right of the Eligible Employee to exercise the ISO shall
not be conditioned on his or her failure to exercise the Non-ISO.



     7.2 $100,000 Limit. No Option shall be treated as an ISO to the extent that the
aggregate Fair Market Value of the Stock subject to the Option which would first become exercisable
in any calendar year exceeds $100,000. Any such excess shall instead automatically be treated as a
Non-ISO. The Committee shall interpret and administer the ISO limitation set forth in this § 7.2 in
accordance with § 422(d) of the Code, and the Committee shall treat this § 7.2 as in effect only
for those periods for which § 422(d) of the Code is in effect.



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     7.3 Option Price. The Option Price for each share of Stock subject to an
Option shall be no less than the Fair Market Value of a share of Stock on the date the Option
is granted; provided, however, if the Option granted to an Eligible Employee who is a Ten Percent
Shareholder, the Option Price for each share of Stock subject to such ISO shall be no less
than
110% of the Fair Market Value of a share of Stock on the date such ISO is granted.



     7.4 Payment. The Option Price shall be payable in full upon the exercise of
any Option and, at the discretion of the Committee, an Option Certificate can provide for the
payment of the Option Price either in cash, by check or in Stock which has been held for at
least 6 months and which is acceptable to the Committee, or through any cashless exercise procedure
which is acceptable to the Committee, or in any combination of such forms of payment. Any
payment made in Stock shall be treated as equal to the Fair Market Value of such Stock on the
date the certificate for such Stock (or proper evidence of such certificate) is presented to
the Committee or its delegate in such form as acceptable to the Committee.



     7.5 Exercise.




	 	(a)	 	Exercise Period. Each Option granted under this Plan shall be
exercisable in whole or in part at such time or times as set forth in
the related Option Certificate, but no Option Certificate shall make
an Option exercisable on or after the earlier of






	 	(1)	 	the date
which is the fifth anniversary of the date the Option is
granted, if the Option is an ISO and the Eligible
Employee is a Ten Percent Shareholder on the date the
Option is granted, or





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	 	(2)	 	the date which is the tenth anniversary of the date the Option is
granted, if the Option is (a) a Non-ISO or (b) an ISO which is granted to an
Eligible Employee who is not a Ten Percent Shareholder on the date the
Option is granted.






	 	(b)	 	Termination of Status as Eligible Employee
or Director. Subject to § 7.5(a), an Option Certificate may provide for
the exercise of an Option after an Eligible Employee’s or a Director’s
status as such has terminated for any reason whatsoever, including death or
disability.





§ 8




STOCK APPRECIATION RIGHTS




     8.1 Committee Action. The Committee acting in its absolute discretion shall have the
right to grant Stock Appreciation Rights to Eligible Employees and to Directors under this Plan
from time to time, and each Stock Appreciation Right grant shall be evidenced by a Stock
Appreciation Right Certificate or, if such Stock Appreciation Right is granted as part of an
Option, shall be evidenced by the Option Certificate for the related Option.



     8.2 Terms and Conditions.




	 	(a)	 	Stock Appreciation Right Certificate. If a Stock Appreciation Right is
granted independent of an Option, such Stock Appreciation Right shall be
evidenced by a Stock Appreciation Right Certificate, and such certificate
shall set forth the number of shares of Stock on which the Eligible
Employee’s or Director’s right to appreciation shall be based and the SAR





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	 	 	 	Value of each share of Stock. Such SAR Value shall be no less than the Fair Market
Value of a share of Stock on the date that the Stock Appreciation Right is granted.
The Stock Appreciation Right Certificate
shall set forth such other terms and conditions for the exercise of the Stock
Appreciation Right as the Committee deems appropriate under the
circumstances, but no Stock Appreciation Right Certificate shall make a
Stock Appreciation Right exercisable on or after the date which is the tenth anniversary of
the date such Stock Appreciation Right is granted.
	 
	 	(b)	 	Option Certificate. If a
Stock Appreciation Right is granted together with an Option, such Stock Appreciation Right
shall be evidenced by an Option Certificate, the number of shares of Stock on which the
Eligible Employee’s or Director’s right to appreciation shall be based shall be the same as
the number of shares of Stock subject to the related Option, and the SAR Value for each such
share of Stock shall be no less than the Option Price under the related Option. Each such
Option Certificate shall provide that the exercise of the Stock Appreciation Right with
respect to any share of Stock shall cancel the Eligible Employee’s or Director’s right to
exercise his or her Option with respect to such share and, conversely, that the exercise of
the Option with respect to any share of Stock shall cancel the Eligible Employee’s or
Director’s right to exercise his or her Stock Appreciation Right with respect to such share.
A Stock Appreciation Right which is granted as part of an Option shall be exercisable only
while the related Option is exercisable. The Option






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Certificate shall set forth such other terms and conditions for the exercise of the Stock
Appreciation Right as the Committee deems appropriate under the circumstances.



     8.3 Exercise. A Stock Appreciation Right shall be exercisable only when the Fair Market Value
of a share of Stock on which the right to appreciation is based exceeds the SAR Value for such
share, and the payment due on exercise shall be based on such excess with respect to the number of
shares of Stock to which the exercise relates. An Eligible Employee or Director upon the
exercise of his or her Stock Appreciation Right shall receive a payment from the Company in cash or
in Stock issued under this Plan, or in a combination of cash and Stock, and the number of shares of
Stock issued shall be based on the Fair Market Value of a share of Stock on the date the Stock
Appreciation Right is exercised. The Committee acting in its absolute discretion shall have the
right to determine the form and time of any payment under this § 8.3.



§ 9.




STOCK GRANTS 




     9.1 Committee Action. The Committee acting in its
absolute discretion shall have the right to make Stock Grants and Stock Unit Grants to Eligible
Employees and to Directors. Each Stock Grant and each Stock Unit Grant shall be evidenced by a
Stock Grant Certificate, and each Stock Grant Certificate shall set forth the conditions, if any,
under which Stock will be issued under the Stock Grant or cash will be paid under the Stock Unit
Grant and the conditions under which the Eligible Employee’s or Director’s interest in any Stock
which has been issued will become non-forfeitable.




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     9.2 Conditions.




	 	(a)	 	Conditions to Issuance of Stock. The Committee acting in its absolute discretion may
make the issuance of Stock under a Stock Grant subject to the satisfaction of one, or more
than one, condition which the Committee deems appropriate under the circumstances for Eligible
Employees or Directors generally or for an Eligible Employee or a Director in particular, and
the related Stock Grant Certificate shall set forth each such condition and the deadline for
satisfying each such condition. Stock subject to a Stock Grant shall be issued in the name of
an Eligible Employee or Director only after each such condition, if any, has been timely
satisfied, and any Stock which is so issued shall be held by the Company pending the
satisfaction of the forfeiture conditions, if any, under § 9.2(b) for the related Stock Grant.
	 
	 	(b)	 	Conditions on Forfeiture of Stock or Cash Payment. The Committee acting in its
absolute discretion may make any cash payment due under a Stock Unit Grant or Stock issued in
the name of an Eligible Employee or Director under a Stock Grant non-forfeitable subject to
the satisfaction of one, or more than one, objective employment, performance or other
condition that the Committee acting in its absolute discretion deems appropriate under the
circumstances for Eligible Employees or Directors generally or for an Eligible Employee or a
Director in particular, and the related Stock Grant Certificate shall set forth each such
condition, if any, and the deadline, if any, for satisfying each such condition. An Eligible





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Employee’s or a Director’s non-forfeitable interest in the shares of Stock underlying a Stock Grant
or the cash payable under a Stock Unit Grant shall depend on the extent to which he or she timely
satisfies each such condition. Each share of Stock underlying a Stock Grant shall not be available
under § 3 after such grant is effective until such time, if any, as such share thereafter is
forfeited as a result of a failure to timely satisfy a forfeiture condition, in which event such
share of Stock shall again become available under § 3 as of the date of such forfeiture. Finally,
the Company shall have the right to require an Eligible Employee or Director to sign an irrevocable
stock power in favor of the Company with respect to forfeitable shares of Stock issued under this §
9.2(b) in order for the Company to effect a forfeiture in accordance with this § 9.2(b).



     9.3 Dividends, Voting Rights and Creditor Status.




	 	(a)	 	Cash Dividends. Except as otherwise set forth in a Stock Grant, if a dividend is paid
in cash on a share of Stock after such Stock has been issued under a Stock Grant but before
the first date that an Eligible Employee’s or a Director’s interest in such Stock (1) is
forfeited completely or (2) becomes completely non-forfeitable, the Company shall pay such
cash dividend directly to such Eligible Employee or Director.
	 
	 	(b)	 	Stock Dividends. If a dividend is paid on a share of Stock in Stock after such Stock
has been issued under a Stock Grant but before the first date that an Eligible Employee’s or a
Director’s interest in such Stock (1) is forfeited completely or (2) becomes completely
non-forfeitable, the





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	 	 	 	Company shall hold such dividend Stock subject to the same conditions under
§ 9.2(b) as the related Stock Grant.
	 
	 	(c)	 	Other. If a dividend (other than a dividend described in § 9.3(a) or
§ 9.3(b)) is paid with respect to a share of Stock after such Stock has been
issued under a Stock Grant but before the first date that an Eligible
Employee’s or a Director’s interest in such Stock (1) is forfeited
completely or (2) becomes completely non-forfeitable, the Company shall
distribute or hold such dividend in accordance with such rules as the
Committee shall adopt with respect to each such dividend.
	 
	 	(d)	 	Voting. Except as otherwise set forth in a Stock Grant,
an Eligible Employee or a Director shall have the right to vote the Stock
issued under his or her Stock Grant during the period which comes after such
Stock has been issued under a Stock Grant but before the first date that an
Eligible Employee’s or Director’s interest in such Stock (1) is forfeited
completely or (2) becomes completely non-forfeitable.
	 
	 	(e)	 	General Creditor Status. An Eligible Employee and a
Director to whom a Stock Unit grant is made shall be no more than a general and
unsecured creditor of the Company with respect to any cash payable under such
Stock Unit Grant.





     9.4 Satisfaction of Forfeiture Conditions. A share of Stock shall cease to be subject
to a Stock Grant at such time as an Eligible Employee’s or a Director’s interest in such Stock
becomes non-forfeitable under this Plan, and the certificate or other evidence of ownership



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representing such share shall be transferred to the Eligible Employee or Director as soon as
practicable thereafter.




§ 10




NON-TRANSFERABILITY 




     No Option, Stock Grant, Stock Unit Grant or Stock Appreciation
Right shall (absent the Committee’s consent) be transferable by an Eligible Employee or a Director
other than by will or by the laws of descent and distribution, and any Option or Stock Appreciation
Right shall (absent the Committee’s consent) be exercisable during a Eligible Employee’s or
Director’s lifetime only by the Eligible Employee or Director. The person or persons to whom an
Option or Stock Grant or Stock Unit Grant or Stock Appreciation Right is transferred by will or by
the laws of descent and distribution (or with the Committee’s consent) thereafter shall be treated
as the Eligible Employee or Director.



§ 11




SECURITIES REGISTRATION 




     As a condition to the receipt of shares of Stock under
this Plan, the Eligible Employee or Director shall, if so requested by the Company, agree to hold
such shares of Stock for investment and not with a view of resale or distribution to the public
and, if so requested by the Company, shall deliver to the Company a written statement satisfactory
to the Company to that effect. Furthermore, if so requested by the Company, the Eligible Employee
or Director shall make a written representation to the Company that he or she will not sell or
offer for sale any of such Stock unless a registration statement shall be in effect with respect to
such Stock under the 1933 Act and any applicable state securities law or he or she shall have
furnished to the Company an opinion in form and substance satisfactory to the Company of legal
counsel




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satisfactory to the Company that such registration is not required. Certificates or other evidence
of ownership representing the Stock transferred upon the exercise of an Option or Stock
Appreciation Right or upon the lapse of the forfeiture conditions, if any, on any Stock Grant may
at the discretion of the Company bear a legend to the effect that such Stock has not been
registered under the 1933 Act or any applicable state securities law and that such Stock cannot be
sold or offered for sale in the absence of an effective registration statement as to such Stock
under the 1933 Act and any applicable state securities law or an opinion in form and substance
satisfactory to the Company of legal counsel satisfactory to the Company that such registration is
not required.




§ 12




LIFE OF PLAN 




     No Option or Stock Appreciation Right shall be granted or Stock Grant
or Stock Unit Grant made under this Plan on or after the earlier of:




	 	(1)	 	the tenth anniversary of the effective date of
this Plan (as determined under § 4), in which event this Plan otherwise
thereafter shall continue in effect until all outstanding Options and
Stock Appreciation Rights have been exercised in full or no longer are
exercisable and all Stock issued under any Stock Grants under this Plan
have been forfeited or have become non-forfeitable, or
	 
	 	(2)	 	the date on which all of the Stock reserved under
§ 3 has (as a result of the exercise of Options or Stock Appreciation
Rights granted under this Plan or the satisfaction of the forfeiture
conditions, if any, on Stock Grants) been issued or no longer is





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available for use under this Plan, in which event this Plan also
shall terminate on such date.



§ 13




ADJUSTMENT




     13.1 Capital Structure. The number, kind or class (or any combination thereof) of
shares of Stock reserved under § 3, the grant caps described in § 3, the number, kind or class (or
any combination thereof) of shares of Stock subject to Options or Stock Appreciation Rights granted under this Plan and the Option Price of such Options and the SAR Value of such Stock
Appreciation Rights as well as the number, kind or class (or any combination thereof) of shares of
Stock subject to Stock Grants or Stock Unit Grants made under this Plan shall be adjusted by the
Committee in an equitable manner to reflect any equity restructuring or change in the
capitalization of the Company, including, but not limited to, spin offs, stock dividends, large
non-reoccurring dividends, rights offerings or stock splits.



     13.2 Transactions Described in § 424. The Committee as part of any corporate
transaction described in § 424(a) of the Code shall have the right to adjust (in any manner which
the Committee in its discretion deems consistent with § 424(a) of the Code) the number, kind or
class (or any combination thereof) of shares of Stock reserved under § 3 and the annual grant caps
described in § 3. Furthermore, the Committee as part of any corporate transaction described in §
424(a) of the Code shall have the right to adjust (in any manner which the Committee in its
discretion deems consistent with § 424(a) of the Code) the number, kind or class (or any
combination thereof) of shares of Stock subject to any outstanding Stock Grants or Stock Unit
Grants under this Plan and any related grant conditions and forfeiture conditions, and the number,
kind or class (or any combination thereof) of shares subject to Option and Stock




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Appreciation Right grants previously made under this Plan and the related Option Price and SAR
Value for each such Option and Stock Appreciation Right, and, further, shall have the right (in any
manner which the Committee in its discretion deems consistent with § 424(a) of the Code and without
regard to the annual grant caps described in § 3 of this Plan) to make any Stock Grants and Option
and Stock Appreciation Right grants to effect the assumption of, or the substitution for, stock
grants, stock unit grants and option and stock appreciation right grants previously made by any
other corporation to the extent that such corporate transaction calls for such substitution or
assumption of such stock grants, stock unit grants and stock option and stock appreciation right
grants.




     13.3 Fractional Shares. If any adjustment under this § 13 would create a
fractional share of Stock or a right to acquire a fractional share of Stock under any Option,
Stock Appreciation Right or Stock Grant, such fractional share shall be disregarded and the number
of shares of Stock reserved under this Plan and the number subject to any Options or Stock
Appreciation Right grants and Stock Grants shall be the next lower number of shares of Stock,
rounding all fractions downward. An adjustment made under this § 13 by the Committee shall be
conclusive and binding on all affected persons.



§ 14




CHANGE IN CONTROL 




     If there is a Change in Control of the Company, then as of the
Change Effective Date for such Change in Control, any and all conditions to the exercise of all
outstanding Options and Stock Appreciation Rights on such date and any and all outstanding
issuance and forfeiture conditions on any Stock Grants and Stock Unit Grants on such date shall be
deemed satisfied only to the extent provided in the related Option Certificate, Stock Appreciation
Right




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Certificate or Stock Grant Certificate. In addition, if there is a Change in Control of the
Company, then as of the Change Effective Date for such Change in Control, the Board shall have the
right (to the extent expressly required as part of such transaction) to cancel such Options, Stock
Appreciation Rights, Stock Grants and Stock Unit Grants after providing each Eligible Employee and
Director a reasonable period to exercise his or her Options and Stock Appreciation Rights and to
take such other action as necessary or appropriate to receive the Stock subject to any Stock Grants
and the cash payable under any Stock Unit Grants.




§ 15




AMENDMENT OR TERMINATION 




     This Plan may be amended by the Board from time to time
to the extent that the Board deems necessary or appropriate; provided, however, (a) no amendment
shall be made absent the approval of the shareholders of the Company to the extent such approval is
required under applicable law or the rules of the stock exchange, if any, on which shares of Stock
are listed and (b) no amendment shall be made to § 14 on or after the date of any Change in Control
which might adversely affect any rights which otherwise would vest on the related Change Effective
Date. The Board also may suspend granting Options or Stock Appreciation Rights or making Stock
Grants or Stock Unit Grants under this Plan at any time and may terminate this Plan at any time;
provided, however, the Board shall not have the right unilaterally to modify, amend or cancel any
Option or Stock Appreciation Right granted or Stock Grant made before such suspension or
termination unless (1) the Eligible Employee or Director consents in writing to such modification,
amendment or cancellation or (2) there is a dissolution or liquidation of the Company or a
transaction described in § 13.2 or § 14.




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§ 16




MISCELLANEOUS




     16.1 Shareholder Rights. No Eligible Employee or Director shall have any rights as a
shareholder of the Company as a result of the grant of an Option or a Stock Appreciation Right
pending the actual delivery of the Stock subject to such Option or Stock Appreciation Right to such
Eligible Employee or Director. Subject to § 9.3, an Eligible Employee’s or a Director’s rights as a
shareholder in the shares of Stock underlying a Stock Grant which is effective shall be set forth
in the related Stock Grant Certificate.



     16.2 No Contract of Employment. The grant of an Option or a Stock Appreciation Right
or a Stock Grant or Stock Unit Grant to an Eligible Employee or Director under this Plan shall not
constitute a contract of employment or a right to continue to serve on the Board and shall not
confer on an Eligible Employee or Director any rights upon his or her termination of employment or
service in addition to those rights, if any, expressly set forth in this Plan or the related Option
Certificate, Stock Appreciation Right Certificate, or Stock Grant Certificate.



     16.3 Withholding. Each Option, Stock Appreciation Right, Stock Grant and Stock Unit
Grant shall be made subject to the condition that the Eligible Employee or Director consents to
whatever action the Committee directs to satisfy the minimum statutory federal and state tax
withholding requirements, if any, which the Company determines are applicable to the exercise of
such Option or Stock Appreciation Right or to the satisfaction of any forfeiture conditions with
respect to Stock subject to a Stock Grant or Stock Unit Grant issued in the name of the Eligible
Employee or Director. No withholding shall be effected under this Plan which exceeds the minimum
statutory federal and state withholding requirements.



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     16.4 Construction. All references to sections (§) are to sections (§) of this Plan
unless otherwise indicated. This Plan shall be construed under the laws of the State of Delaware.
Each term set forth in § 2 shall, unless otherwise stated, have the meaning set forth opposite such
term for purposes of this Plan and, for purposes of such definitions, the singular shall include
the plural and the plural shall include the singular. Finally, if there is any conflict between the
terms of this Plan and the terms of any Option Certificate, Stock Appreciation Right Certificate or
Stock Grant Certificate, the terms of this Plan shall control.



     16.5 Other Conditions. Each Option Certificate, Stock Appreciation Right Certificate
or Stock Grant Certificate may require that an Eligible Employee or a Director (as a condition to
the exercise of an Option or a Stock Appreciation Right or the issuance of Stock subject to a Stock
Grant) enter into any agreement or make such representations prepared by the Company, including
(without limitation) any agreement which restricts the transfer of Stock acquired pursuant to the
exercise of an Option or a Stock Appreciation Right or a Stock Grant or provides for the repurchase
of such Stock by the Company.



     16.6 Rule 16b-3. The Committee shall have the right to amend any Option, Stock Grant
or Stock Appreciation Right to withhold or otherwise restrict the transfer of any Stock or cash
under this Plan to an Eligible Employee or Director as the Committee deems appropriate in order to
satisfy any condition or requirement under Rule 16b-3 to the extent Rule 16 of the 1934 Act might
be applicable to such grant or transfer.



     16.7 Annual Financial Statements. To the extent that Eligible Employees or Directors
who are granted an Option or Stock Grant under this Plan do not otherwise have access to equivalent
information, the Company will provide financial statements to such Eligible Employees at least
annually.



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to equivalent information, the Company will provide financial statements to such Eligible
Employees at least annually.




     IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Plan to
evidence its adoption of this Plan.



	 	 	 	 	 	 	 
	 	 	ALMERA SCIENCES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Dan Myers
 

DAN MYERS
	 	 
	 

	 	Title:
	 	Pres., CEO	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:
	 	November 21, 2005	 	 







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